(Translation)

Krungthai Card Public Company Limited (the "Company") Minutes of 2022 Annual General Meeting of Shareholders (the "Meeting")

April 7, 2022, 09.00 hrs.

Grand Hall, the Athenee Hotel, a Luxury Collection Hotel, Wireless Road, Khwaeng Lumpini, Khet Pathumwan, Bangkok Metropolis _________________________________

Mr. Prasong Poontaneat, the Chairman of the Board of Directors presided the Meeting as the chairman of the meeting (the "Chairman"). Mr. Bucha Sirichumsang, Secretary of the Meeting (the "Secretary"), announced that there were 10 shareholders attending the Meeting in person, representing an aggregate of 38,640 shares, representing 0.0015 percent of the Company's total paid-up shares, and 505 shareholders attending the Meeting by proxy, representing an aggregate of 1,482,969,050 shares, representing 57.5166 percent of the Company's total paid-up shares, totaling 515 shareholders attending the Meeting, representing an aggregate of 1,483,007,690 shares or 57.518 percent of the Company's total paid-up shares thereby forming the quorum as required by the Articles of Association of the Company (although more shareholders arrived at the Meeting after it was convened, both in person and by proxy, thereby increasing such attendance to 534 shareholders with an aggregate holding of 1,921,707,704 shares or 74.5329 percent of the Company's total paid-up shares).

The Chairman declared the 2022 Annual General Meeting of Shareholders convened and introduced all the attending directors and executives of the Company including the Company's auditor and legal advisor whose names were as specified below and then welcomed shareholders to the Meeting.

  • 1. Mr. Prasong Poontaneat

  • 2. Mr. Praphaisith Tankeyura

  • 3. Mrs. Nampung Wongsmith

  • 4. Mr. Nathporn Chatusripitak

  • 5. Lt. Gen. Apichat Chaiyadar

  • 6. Mrs. Praralee Ratanaprasartporn

  • 7. Mr. Rungruang Sukkirdkijpiboon

  • 8. Mr. Rathian Srimongkol

  • 9. Mr. Bucha SirichumsangChairman of the Board of Directors / Chairman of Nomination and Remuneration Committee Independent Director / Chairman of the Audit and Environmental, Social and Governance Committee / Nomination and Remuneration Committee Independent Director / Audit and Environmental, Social and Governance Committee

Independent Director / Audit and Environmental, Social and Governance Committee

Independent Director

Director

Director / Nomination and Remuneration Committee Director / Chief Executive Officer

Executive Vice President - Office of President & CEO Division / Secretary of the Board of Directors serving as Secretary of the Meeting

10. Chief Financial Officer (CFO) assigned to take the highest responsibility for the accounting and financial affairs

Mr. Chutidej Chayuti

  • 11. Dr. Suphamit Techamontrikul

  • 12. Mrs. Kulkanist KhamsirivatcharaAuditor from Deloitte Touche Tohmatsu Jaiyos Audit Company Limited

Legal Advisor from Siam Premier International Law Office Limited

13. Ms. Pheangtawan Phongdsrisuphakorn Shareholders Registration and Vote Count

Verification Officer from Inventech Systems

(Thailand) Co., Ltd.

14. Ms. Kaje Tanatpanjaroen

Independent Legal Advisor from Siam Premier International Law Office Limited and Vote Verification Officer in conjunction with the Company's staff members and Inventech Systems (Thailand) Co., Ltd.

In this regard, the Company has a total of 8 directors and 8 directors (representing 100 percent of the total number of directors of the Company) has attended this Meeting.

The Chairman then asked the Secretary to explain the voting procedure to the Meeting.

The Secretary explained the voting procedure which could be summarized, as follows:

  • 1. Votes would be cast on the one share - one vote basis. Thus, each shareholder would be entitled to cast a vote in accordance with the number of shares she/he holds either in person or by proxy.

  • 2. A shareholder with a special conflict of interest on any agenda may not vote on such particular agenda.

  • 3. In the interest of time, the Chairman would ask the Meeting on every agenda if there was any disapproval or abstention among shareholders as otherwise he would conclude that a unanimous vote had been carried by every shareholder, on that agenda as proposed by the Chairman. However, if there was any disapproval or abstention, the pertinent shareholder would be asked to mark the ballot handed out during registration with a in the column required as well as to raise his/her hands to enable the ballot to be collected by the Company's staff for a vote counts. For those raising no disapproval or abstention, it would be deemed that their approval had been given on that agenda where there would be no need to cast their votes in the ballots. Such vote(s) of disapproval and/or abstention would be subtracted out of the total number of votes by shareholders attending the Meeting or voted in order to conclude the count of votes on each agenda. The remainder would be construed as agreed/ in favor/ approved.

    For a proxy whose grantor had stated his/her approval, disapproval or abstention on any agenda in the proxy, there would be no need to vote in the ballot as the vote would be counted by the Company as stated in the proxy.

    However, for Agenda 4: to consider the election of directors in place of the directors whose terms expired by rotation, the Secretary asked that, shareholders wishing to cast their votes of approval, disapproval or abstention mark their votes accordingly in the ballots handed to them and give them back to the Company's staff members who would be collecting them for vote-counts. This is to comply with the good governance principle of the Stock Exchange of Thailand.

  • 4. Vote results on each agenda would be announced by the Secretary which would be inclusive of votes cast in person by attending shareholders and by proxy. The number of shares would be counted based on the last-updated number of attendees for that agenda.

  • 5. Resolutions of this Annual General Meeting of Shareholders shall consist of the following votes: for Agenda 2, 3, 4 and 6, they must be approved by majority votes of

the total votes of the shareholders attending and casting their votes at the Meeting while Agenda 5 must be approved by votes of not less than two-thirds of the total votes of the shareholders attending the Meeting; and Agenda 1 was merely an agenda for acknowledgement, which did not require any vote.

  • 6. A shareholder who wished to make any additional query on each agenda was to write down his/her full name for the Company's information and raise his/her hand for the staff member to collect the question for responses, as the Company did not prepare microphones in order to avoid touching of same items and prevent the spread of Coronavirus disease 2019 (COVID-19). The shareholders may request for a paper from the Company's staff members.

  • 7. The Secretary asked the Meeting for a volunteer to be a witness in the vote-counting process but none of the shareholders had volunteered.

After the explanation on the vote-counting process was completed, the Secretary asked the Chairman to consider proceeding with the agendas.

The Chairman informed the Meeting that, in order to comply with the good corporate governance principles, the Company had given an opportunity for the shareholders to propose matters that should be included as an agenda in the Meeting and for the shareholders to submit questions in relation to the meeting agenda in advance from 1 October 2021 to 31 January 2022 on the Company's website(www.ktc.co.th). However, no shareholders had made any proposals. Therefore, the Chairman proposed that the Meeting consider the specified agendas, as follows:

Agenda 1:To acknowledge the results of operations of the Company for the Year 2021

The Chairman asked the Meeting to acknowledge the results of operations of the Company for the year 2021 as appeared in the Management Discussion and Analysis on pages 131 - 156 as well as the Report of the Audit and Environmental, Social and Governance

Committee on pages 304-307 of its Form 56-1 ONE REPORT for the year 2021; and reported the summary of the results of operations of the Company to the Meeting as presented on the Slide Multivision, which can be summarized as followed:

In 2021, Thailand still faced with the outbreak of Coronavirus disease 2019 (COVID-19)

which affected all sectors and caused the lifestyle to be changed. For the government sector including the Bank of Thailand, measures to help individual debtors were announced continuously, e.g. reduction in instalment payment rate, reduction in the interest rate, consideration on increase in credit amount, postponement of instalment payment and change of long-term loan with low interest. In any event, during such volatile period, the

Company was able to maintain its ability to make profits and managed to create a New High again. The Company had net profit under the separate financial statements of Baht 6,251 million (a 17.2 percent increase from last year's) and total credit amount of Baht 92,635 million (an expansion of 2.8 percent - owing to the quality control of debtors and effective debt collection process). As a result, the non-performing loan ("NPL") of the credit cards and

NPL of personal loans to be at 1.2 percent and 2.9 percent, respectively. In addition, the Company was able to rigorously manage the expenses causing the total expenses to decrease by 13.3 percent with financial costs being decreased by 8.4 percent and potential credit loss by 26.4 percent. The Company had debt-to-equity ratio at 2.3 whereby the shareholders' return rate and the asset-return rate increased to 25.2 percent and 7.1 percent, respectively.

Nevertheless, under the influence of the outbreak and travelling restrictions and periodic lockdowns, the Company still operated and achieved good operation results as a result of the Company's focus on growth and increase of new members where applications were also made available via online channel of Krungthai Bank Public Company Limited ("Krungthai Bank") - through both Krungthai Next application and Line Official Account Krungthai Care. The Company developed and improved various benefits in response to members' needs in parallel with creation of variety of marketing activities and facilitation of everyday life of members to allow transactions to be made by the members themselves using KTC Mobile application: e.g. instalment payments, points redemption and receipt of various benefits to encourage spending. Members were also rewarded for using KTC FOREVER points by receiving more points from campaigns and enjoying less burden with 0% instalment program in order to cover all lifestyles. Benefits were also granted for all spending categories all year round.

As for personal loans, the Company still focused on reducing the expenses burden of the members by having low interest campaigns and promotions, and continued to hold debt clearing program to reduce burden of auto title loan members. In this regard, the Company had introduced KTC P Berm cash card with large amount of credit amount for emergency use as well as having expanded its sale channel to Krungthai Bank branches and Krungthai Leasing branches.

The Company operated business by adopting "Sustainable Development" principle in order to deliver quality through financial products and services that satisfy the needs of interest persons and supported sustainable development goals of the United Nations, including to strategize sustainability in economic, social and environmental aspects, i.e. Better Product and Service, Better Quality of Life and Better Climate. The Company also utilized digital technology and innovations that were flagship in developments to increase financial opportunity and reduce environmental effects. With such successes, the Company was selected to be in the Thailand Sustainability Investment list for the third year in a row and was a member of SETTHSI index for the second year in a row as well as having been rated 5-stars by corporate governance program for listed companies.

As for international awards, the Company was a member of FTSE4Good Index Series as well as having increased in its MSCI ESG Rating to AA and ranked in The Sustainability Yearbook 2022 in the first year it was assessed by S&P Global. The Company built further strength and expertise in creating point system by creating MAAI by KTC business model, a base to create consistency and loyalty of customers (Loyalty Platform) in a comprehensive way, responding to building relationships with customers through CRM in the digital age for businesses looking for a membership management system, reward points management system and electronic coupon management system (E-coupon) to provide benefits to business partners. The customers in the membership would be able to collect points in one place in the mobile application for convenience of use. The Company also expanded its loan with collaterals through "KTC P Berm" loan business at Baht 11,500 million with the goal to produce a total credit amount of more than Baht 100,000 million, encourage the spending through credit cards to grow at 10 percent and personal loan to increase by 7 percent.

After this, the Chairman further informed the Meeting that where the Company's membership in Thai Private Sector Collective Action against Coalition against Corruption (CAC) has been certified whereby its membership is due to expire on 21 May 2022, the Company has submitted the documents for renewal of its CAC membership in December 2021. At the present, the Company's membership has been successfully renewed. In this regard, the details of the Company's operations in relation to anti-corruption practices in 2021 were as appeared in pages 245-247 of the Form 56-1 ONE REPORT for the year 2021 under theheading of Anti-corruption Policy and pages 28-32 of the 2021 Sustainability Report under the heading of Anti-Corruption and Bribery.

The Chairman asked whether any shareholders had any questions but there was none.

The Chairman thanked the shareholders who has supported and entrusted the Company and informed the Meeting that Company would continue to work hard and dedicate themselves for the successful operations in 2022.

After that, the Chairman proposed the Meeting to acknowledge the results of operations of the Company for the year 2021 as had been proposed.

The Meeting duly acknowledged the results of operations of the Company for the year 2021 as the Chairman proposed.

Agenda 2:To consider and approve the Financial Statement of the Company for the fiscal year ended 31 December 2021 and acknowledge the Report of the Auditor

The Chairman asked Mr. Chutidej Chayuti, Chief Financial Officer (CFO), to provide the Meeting with an explanation on details of the Statement of Financial Position and Statement of Comprehensive Income (the balance sheet and profit and loss statements) of the Company for the fiscal year ended December 31, 2021.

Mr. Chutidej Chayuti, Chief Financial Officer (CFO), provided explanation on details of the Statement of Financial Position and Statement of Comprehensive Income (the balance sheet and profit and loss statements) of the Company for the fiscal year ended December 31, 2021 as given in the 2021 Annual Report, Form 56-1 ONE REPORT for the year 2021 under the section of the Financial Statement, in pages 157-234 and the section of Management Discussion and Analysis, in pages 131-156 which may be summarized, as follows:

Total Revenue:

Baht 21,441,674,222

Total Operating Expenses

Baht 12,781,118,056

Net Profits of the Parent Company

Baht 5,878,693,059

Total Assets

Baht 89,471,089,652

D/E Ratio

2.3 times

ROE

23.6%

The Chairman asked whether any shareholders had any questions and one shareholder raised a question. The Chairman acknowledged the question and informed the Meeting that the answer would be provided in the last agenda together with any other questions in order to save time.

After that, the Chairman asked the Meeting to consider and approve the Statement of Financial Position and Statement of Comprehensive Income (the balance sheet and profit and loss statements) of the Company for the fiscal year ended December 31, 2021, which have been examined by the Audit and Environmental, Social and Governance Committee and to acknowledge the Auditor's Report.

After due consideration, the Meeting resolved by majority votes the total votes of the shareholders attending and casting votes at the Meeting to approve the Company's Statement of Financial Position and Statement of Comprehensive Income (the balance sheet and profit and loss statements) for the fiscal year ending December 31, 2020 and to acknowledge the Auditor's report as proposed in all respects (with the votes as follows: approved 1,921,156,804 votes (99.9714 percent of the total votes of the shareholders

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Krungthai Card pcl published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2022 18:03:05 UTC.